Sony Corporation of America Fiduciary Liability Coverage Summary




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Sony Corporation of America

Fiduciary Liability Coverage Summary




Named Insured: Sony Corporation of America and its Subsidiaries

Sony / ATV Music Publishing LLC

Sony Pictures Entertainment Inc.


Total Limit of Liability: $35,000,000
Primary Limit:

Each Loss: $15,000,000

Each Policy Period: $15,000,000
1st Excess Limit:

Each Loss: $15,000,000 X/s $15,000,000

Each Policy Period: $15,000,000 X/s $15,000,000
2nd Excess Limit:

Each Loss: $5,000,000 X/s $5,000,000

Each Policy Period: $30,000,000 X/s $30,000,000
Retention Amount:

Nil for non-indemnifiable Loss of a natural Insured Person

$100,000 for all other Claims
Primary Insurer: Federal Insurance Company

Primary Policy Number: 8082-0956
1st Excess Insurer: Illinois National Insurance Company

1st Excess Policy Number: 02-819-70-79
2nd Excess Insurer: Federal Insurance Company

2nd Excess Policy Number: 8240-2713
Policy Term: April 1, 2014 - April 1, 2015
Pending and Prior Litigation Dates:

$10M – January 1, 1979

$5M x/s $10M – January 5, 1988

$10M x/s $15M – January 5, 1988

$5M x/s $25M – April 1, 2012

$5M x/s $30M – April 1, 2014


Coverage Summary:

The Company shall pay Loss on account of any Claim first made against the Insured during the Policy Period or, if exercised, the Extended Reporting Period, for a Wrongful Act before or during the Policy Period by an Insured or by any person for whose Wrongful Acts the Insured is legally responsible.


Defense Costs:

The Insurer shall have the right and duty to defend any Claim. The Insureds agree not to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld.


Key Definitions:
Insureds

  1. Sponsor Organization (Sony Corporation of America and its Subsidiaries and Sony / ATV Music Publishing LLC, Sony BMG, Sony Chemicals Corporation of America, Metreon; Sony Pictures Entertainment Inc., and SOMC with regards to the 401K Plan, are covered for wrongful acts while under the ownership of Sony)

  2. Sponsored Plan or Insured Plan (any Benefit Program identified in the application sponsored, operated, maintained or administered by the Sponsor Organization for the benefit of the employees of the Sponsor Organization)

  3. Insured Person (natural persons serving as a trustee, director, officer or employee of the Sponsor Organization or any Sponsored Plan)


Subsidiary

Subsidiary either in the singular or plural, means any organization, joint venture, limited liability company or partnership while more than 50% of the outstanding securities or voting rights representing the present right to vote for election or appointment of directors or Managers of such organizations are owned or controlled, directly or indirectly, in any combination, by one or more Organizations.


Wrongful Act

Any actually or alleged:



  1. breach of the responsibilities, obligations or duties imposed by ERISA upon fiduciaries of the Sponsored Plan committed, attempted or allegedly committed or attempted by an Insured while acting in the Insured’s capacity as a fiduciary;

  2. negligent act, error or omission in the Administration of any Plan, committed, attempted or allegedly committed or attempted by an Insured;

  3. matter, other than as set forth in (a) or (b) above, claimed against an Insured solely by reason of the Insured’s service as a fiduciary of any Sponsored Plan; or

  4. act, error or omission committed, attempted or allegedly committed or attempted by an Insured, solely in such Insured’s settler capacity with respect to establishing, amending, terminating or funding a Sponsored Plan.


Definition of Fiduciary Claim

Means any:



  1. written demand for:

  1. monetary or non-monetary (including injunctive) relief; or

  2. arbitration or mediation,

against an Insured for a Wrongful Act, commenced by the first receipt of such demand by an Insured;

  1. proceeding, including any appeal therefrom, against an Insured for a Wrongful Act, commenced by:

  1. the service of a civil complaint or similar pleading;

  2. the filing of a notice of charges or the entry of a formal order of investigation in connection with a formal civil administrative or formal civil regulatory proceeding;

  3. solely with respect to a criminal proceeding: (1) an arrest; (2) the return of an indictment, information or similar document; or (3) the receipt of an official request for Extradition; provided that any defense of criminal proceedings shall be subject to the applicable New York corporate statuses;

  1. written notice of commencement of a fact-finding investigation by the U.S. Department of Labor, the U.S. Pension Benefit Guaranty Corporation, or any similar governmental authority located outside the United States, including, the Pensions Ombudsman appointed by the United Kingdom Secretary of State for Work and Pensions or by the United Kingdom Occupational Pensions Regulatory Authority or any successor thereto, against any Insured for a Wrongful Act;

  2. investigation of an Insured Person, solely in his or her fiduciary capacity with respect to any Sponsored Plan, for a Wrongful Act, commenced by the Insured Person’s receipt of a written document from an Enforcement Unit identifying such Insured Person as the target of an investigation, including a Wells Notice, target letter or search warrant;

  3. written request upon an Insured Person for witness testimony or document production, commenced by the service of a subpoena or other similar document compelling such testimony or production of documents in connection with any matter described in Subsections (a) through (d) above; provided that in such event the Company shall pay, on behalf of such Insured Person, Defense Costs incurred solely by such Insured person in responding to such request; or

  4. written notice of commencement of a Pre-Claim Investigation or Benefit Claim Denial, if, at the Insured’s option, it is reported to the Company in writing during the Policy Period.


Key Exclusions

  • Payment of benefits

  • Deliberate fraudulent acts

  • Willful violations of any statute

  • Personal profit, remuneration, or advantage to which not legally entitled

  • Events and injuries covered by other policies, such as, bodily injury and property damage

  • Claims involving pending and prior litigation as of November 1, 1979 for the first $10 million. Various dates for excess layers

  • Claims and circumstances reported under a prior policy

  • Liability assumed under contract or agreement


Endorsements

  • Important Notice to Policyholders – distribution of products through licensed brokers

  • New York Amendatory – Late Notice

  • New York Amendatory Endorsement to the General Terms and Conditions

  • Amend Notice Endorsement – reporting by email

  • Compliance with Applicable Trade Sanction Laws

  • Amend Definition of Executive Endorsement

  • Priority of Payments Endorsement

  • Amend Changes In Exposure Provision Endorsement – 15%/90 days acquisition threshold

  • Amend Allocation Subsection Endorsement

  • Amend Representations and Severability With Absolute Non-Rescindable Coverage Endorsement

  • New York Amendatory Endorsement to the Fiduciary Liability Coverage Section

  • Managed Care Coverage (applies to plans that are not self-administered or self funded)

  • Amend Conduct Exclusions Endorsement

  • Fiduciary Liability Coverage Enhancements Endorsement

  • Amend Sponsor Organization to include the following entities, and their subsidiaries: SCA; Sony/ATV Music Publishing LLC; Metreon; Sony BMG; Sony Pictures Entertainment Inc. (entities that have been sold are only covered for wrongful acts while under the ownership of Sony)

  • Multi-Employer Plan Endorsement

  • Pending or Prior Litigation Exclusion for Increased Limits -1/5/88 for the $5M x/s $10M layer

  • Prior acts coverage for acquired / created entity: SEG Travel LLC; Sony Computer Entertainment America LLC

  • Notice to Purchasers of EPL Coverage or Fiduciary Liability Coverage – duty to defend policy. List of approved defense firms can be accessed at: http://csi.chubb.com/panel_counsel.asp

  • ODL Endorsement – include AFRA

  • Additional Insured Endorsement – coverage for directors and officers of Sony Corporation while acting as an ERISA fiduciary of the U.S. benefit plans

  • Amend Definition of Subsidiary Endorsement – includes JV’s, LLCs, partnerships in which SCA has more than 50% of the outstanding securities or voting rights



Notice of Claim:

This policy is written on a claims made basis. Except as otherwise provided, the coverage section covers only claims first made against the insured during the policy period provided the insureds give to the company written notice as soon as practicable.


Notice should be sent to:

Email address: specialtyclaims@chubb.com


Mailing address:

Attn: Claims Department

Chubb Group of Insurance Companies

82 Hopmeadow Street – PO Box 2002

Simsbury, Connecticut 06070-7683
Copy to:

Attn: David Finz

Marsh FINPRO – Claims Department

1166 Avenue of the Americas

New York, NY 10036

David.finz@marsh.com

Attn: Julie L. DeSantis, ARM

Vice President, Risk Management

Sony Corporation of America

550 Madison Avenue, 27th Floor

New York, NY  10022



julie_desantis@sonyusa.com

Territory: Worldwide


This summary does not take place of or alter any of the conditions, exclusions and other terms of the policy herein summarized. It is merely a short descriptive guide to the policy for convenient reference. The policy should be consulted for any questions on coverage or claims.





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